Harvard Apparatus Regenerative Technology (HRGN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 20, 2025, with voting on key governance and compensation proposals.

• Stockholders can vote online, by phone, or by mail, with materials primarily distributed electronically.

• Board recommends voting in favor of all proposals, including director elections, auditor ratification, governance amendments, and executive compensation.

Voting matters and shareholder proposals

• Election of two director nominees for three-year terms expiring in 2028.

• Ratification of CBIZ CPAs P.C. as independent auditor for fiscal year ending December 31, 2025.

• Amendment to declassify the board, phasing in annual director elections by 2028.

• Amendment to allow special stockholder meetings to be called by holders of at least 35% of voting power, with a one-year holding requirement.

• Approval of a reverse stock split at a ratio between 1-for-1.25 and 1-for-5, at the board's discretion before June 20, 2027.

• Non-binding advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of eight members, with a majority deemed independent under Nasdaq rules.

• Board committees: Audit, Compensation, and Governance, all comprised of independent directors.

• Board held 13 meetings in 2024; all directors attended at least 75% of meetings.

• Proposal to declassify the board and move to annual elections over a three-year phase-in.

• Governance amendments to permit special meetings by 35% stockholder threshold.